Terms and Conditions
In these terms: Proposal means a letter accompanying our terms of business, containing details of the project, costings and time frames. Project means the totality of all the work outlined in a proposal or submission. Materials means all items or things created, provided or obtained by us to complete the project, including any drawings, sketches, artwork, photographs, designs or otherwise.
1. Upon the Client appointing Assembly Branding to commence the Project, a contract will come into existence comprising these terms and our Proposal.
2. Assembly Branding will maintain the confidentiality of any information supplied by the Client, but only if the Client advises us in writing that such information is confidential.
3. The client will use its best endeavours to ensure that all instructions are in writing and, in particular, the client will sign off on all work produced. We will not be liable for any errors or omissions resulting from a failure on the client’s part to sign off on any work.
4. Upon appointment, Assembly Branding may request a Commencement Fee equivalent to 50% of the value of first stage agreed, invoiced immediately upon appointment and payable within 7 days of invoice date.
5. Our fees and the time scale for payment are those set out in our Proposal and all amounts must be paid by the client within 14 days of invoice date.
6. If staged payments are agreed to, and any amount is outstanding beyond 30 days of invoice date, we reserve the right to cease work until all outstanding amounts are paid and we shall not be liable to the client for any damage, claim or other liability caused by the delay in completing the project. We reserve the right to charge interest on overdue amounts.
7. The client is responsible for any expenses payable by us to third parties (following prior notification to Client) and shall reimburse us such costs within 14 days of invoice date.
8. All times suggested for completion in our Proposal are estimates only. We will not be liable for any loss or damage resulting from our failure to meet any time stipulation.
9. If the client cancels the project for any reason (which cancellation must be in writing), the client must pay all fees and expenses incurred by us to the date of such cancellation.
Copyright and Intellectual Property
10. Where Materials are submitted to any party for any reason where terms of business have not been agreed to, their provision is made on the basis that we retain copyright and all other intellectual property rights in the materials and that the recipient of the materials will keep them confidential and will return them complete and uncopied if our Proposal is unsuccessful or the project does not proceed to completion.
11. No copyright or any other intellectual property rights in the materials will be assigned to the client until we have been paid in full all fees and expenses due. We shall not in any case be obliged to transfer to the client any of the materials stored by us on electronic files.
12. Once all our fees and expenses have been paid, we will assign to the client copyright in the material, limited to the purpose, media and geographic area described in our Proposal. In particular, we may use the project or any of the materials for any self-promotional or competitive purpose. We retain copyright in those Materials which are presented but not implemented.
13. In all other respects we retain copyright and all other intellectual property and moral rights (including the right of adaptation) in the materials.
14. Assembly Branding recommends the active engagement of a Trade Marks Attorney and/or Intellectual Property specialist in relation to identifying potential copyright or trademark infringements or any other infringement associated with Material produced. In good faith, every reasonable effort will be made by Assembly Branding (during the design process) to identify potential infringements, however, unless otherwise agreed to, it is the Client’s responsibility to ensure the suitability and registrability of the finished Materials for their purposes (names and logos included) and the final registration and protection of these. It is also the Clients responsibility to ensure the Materials comply with the requirements of any legislation regarding marketing, labelling, packaging or otherwise.
15. The Client will indemnify Assembly Branding against all claims arising from any act or thing done by Assembly Branding on the Client’s instructions or with the Client’s approval. Assembly Branding make no warranty regarding the suitability or otherwise of the Materials for the Client’s purposes, including names and logo design.
16. Assembly Branding will not be responsible for any misrepresentation made by independent contractors involved in the project.
17. Subject to the specific details of the relevant submission, these terms cover all ongoing and future projects undertaken by us for the Client unless varied with our written consent.
If you have any questions or require any clarification on these terms, please get in touch 🙂